Client Agreement

This Client Agreement is entered into by and between:

T.M. Financials, a company registered in the Republic of Mauritius with registration No. 138336C1/GBL, having its registered address at C/o Alexander Management Services Limited, 3 Emerald Park, Trianon, Quatres Bornes, 72257, Republic of Mauritius

AND

A person who has successfully completed the application and registration process to open a Trading Account with the Company via our Website or through any other method designated by TM Financials.

Interpretation of Terms

In this Agreement, the following words shall have the meanings set out below:

• “Abnormal Market Conditions” — conditions contrary to Normal Market Conditions, e.g., when there is low liquidity in the market, rapid price movements, or Price Gaps.
• “Access Data” — the Client’s access codes, login codes, passwords, Trading Account number, and any information required to make Orders with the Company.
• “Affiliate” — in relation to the Company, any entity controlled directly or indirectly by the Company, any entity that controls the Company directly or indirectly, or any entity under common control with the Company. “Control” means ownership of a majority of the voting power of the Company or entity.
• “Agreed Process” — any process agreed between the parties in respect of a Dispute other than the Procedure for Dispute Resolution, as specified in Clause 24.
• “Applicable Rate” —
  • Key European Central Bank (repo) Interest Rate, if the Trading Account currency is EUR;
  • Bank of England base rate, if the Trading Account currency is GBP.
• “Application to Open Trading Account” — the “Application to Open Trading Account” form completed by the Client and accessed through the Website.
• “Ask” — the higher price in the Quote, being the price at which the Client may buy.
• “Balance” — the total financial result of all Completed Transactions and deposit/withdrawal operations on the Trading Account.
• “Base Currency” — in respect of Transactions where the underlying Instrument is a Currency, the first currency in the Currency Pair against which the Client buys or sells the Quote Currency.
• “Bid” — the lower price in the Quote, being the price at which the Client may sell.
• “Business Day” — any day between Monday and Friday inclusive, other than a public holiday as announced by the Company on its Website.
• “Business Hours” — 9:00 a.m. to 18:00 p.m. (GMT+2) on a Business Day (Monday to Friday).
• “Client Terminal” — the MetaTrader MT5 terminal (including its Web Trader and mobile app versions) used by the Client to obtain market information, conduct technical analysis, make Transactions, place/modify/delete Orders, and receive Company notices. The program can be downloaded free of charge on the Website.
• “Commodity” — a commodity, such as spot gold or spot silver.
• “Company” — T.M. Financials (https://www.tagmarkets.com/), regulated by the Financial Services Commission, Mauritius (the “FSC”) as an Investment Dealer (Full-Service Dealer, excluding Underwriting, License № GB21026474) pursuant to Section 29 of the Securities Act 2005. The Company operates under the “Tagmarkets” brand and business name.
• “Completed Transaction” — two counter deals of the same size in different directions (opening a position and closing the position), e.g., buying then selling, or selling then buying.
• “Contracts for Difference” (CFDs) — derivatives whose value depends on an underlying Instrument.
• “Contract Specifications” — principal trading terms (Spread, Lot Size, Initial Margin, Hedged Margin, etc.) for each Instrument or group of similar Instruments, displayed in the Client Terminal and on the Company’s Website.
• “CRS” — the Common Reporting Standard.
• “Currency of the Trading Account” — the currency chosen by the Client when opening the Trading Account.
• “Currency Pair” — in respect of any Transaction based on currencies, the object of the Transaction reflecting the change in value of one currency against another.
• “Client Information” — any information or documentation the Company receives from the Client or otherwise obtains which relates to the Client, their Account, or the use of the Services.
• “Data Delivery Date” — each date agreed as such between the parties. In the absence of such agreement, the Data Delivery Date will be the Joint Business Day immediately prior to the PR Due Date.
• “Dispute” — includes:
  • When the Client reasonably believes the Company has breached one or more terms of the Legal Documents.
  • When the Company reasonably believes the Client has breached one or more terms of the Legal Documents.
  • When the Client makes a deal at an Error Quote (Spike), before the first Quote comes to the Trading Platform on Market Opening, or at a Quote received due to a Dealer’s Manifest Error or software failure.
  • Any dispute between the parties which, in the sole opinion of the party delivering the Dispute Notice, must be subject to the Dispute Resolution Procedure and for which a valid Dispute Notice has been delivered.
• “Open Position” — a Long Position or a Short Position which is not a Completed Transaction.
• “Order” — an instruction from the Client to the Company to open or close a CFD position when the price reaches the Order Level.
• “Order Level” — the price indicated in the Order.
• “Price Gap” — occurs when:
  • the current Quote Bid is higher than the Ask of the previous Quote; or
  • the current Quote Ask is lower than the Bid of the previous Quote.
• “Politically Exposed Person (PEP)” — someone who currently, or within the last 12 months, belonged to a political entity or governmental body. This extends to immediate family members and close associates of such a person.
• “Quote” — information of the current price for a specific Instrument, in the form of Bid and Ask prices.
• “Quote Currency” — in Transactions where the underlying Instrument is Currency, the second currency in the Currency Pair which can be bought or sold by the Client for the Base Currency.
• “Quotes Base” — Quotes Flow information stored on the Server.
• “Quotes Flow” — the stream of Quotes in the Trading Platform for each Instrument.
• “Relevant Amount(s)” — any free Equity in the Client’s Trading Account not used for margin purposes.
• “Request” — a request from the Client to the Company to obtain a Quote. Such a Request shall not constitute an obligation to make a Transaction.
• “TMF Logistical Instruments” — instruments acting as correcteurs, used when necessary to prevent major/rapid market movements on live market-quoting assets/instruments that may cause significant fluctuation in the liquidity/equity of a Client’s trading account(s).
• “Server” — the MetaTrader Server (MT5), used to execute Client Instructions or Requests, provide trading information in real-time (as defined by the Company), and calculate mutual liabilities between the Client and the Company, subject to the Legal Documents.
• “Services” — the services provided by the Company to the Client as set out in Clause 6.
• “Short Position” — a sell position that appreciates in value if the underlying Instrument’s market price falls.
• “Spread” — the difference between Ask and Bid prices.
• “Third Party Service Provider” — an entity agreed upon by the parties to perform all or part of the actions under the relevant provision for both parties.
• “Trading Account” — the unique registration system of all Completed Transactions, Open Positions, Orders, and deposit/withdrawal transactions in the Trading Platform.
• “Trading Account History” — all Client trading and non-trading activity including deposits, withdrawals, credits, and any other services offered by the Company within a Client’s account(s). This may derive from MetaTrader 5 and may be transferred, archived, shrunk, or compressed, but remains fully accessible at any time by the Client through their personal space in the Platform.
• “Trading Benefits Scheme” — has the meaning given in Clause 27.1.
• “Trading Platform” (or “Platform”) — all programs and technical facilities which provide real-time Quotes, allow Transactions to be made, Orders to be placed/modified/deleted/executed, and calculate mutual obligations between the Client and the Company. The Platform consists of the Server and Client Terminal, including MetaQuotes MT5, WebTrader, and their mobile versions.
• “Transaction” — any contract or transaction entered into or executed by the Client or on behalf of the Client under this Agreement and the Terms of Business.
• “Transaction Size” — Lot Size multiplied by the number of Lots.
• “Website” — the Company’s website at https://www.tagmarkets.com, or such other website maintained by the Company from time to time for Client access.
• “Written Notice” — has the meaning set out in Clause 12.

General Interpretations

All references to a statutory provision include references to:

• any statutory modification, consolidation, or reenactment of it, whether before or after the date of these Legal Documents, for the time being in force;
• all statutory instruments or orders made pursuant to it; and
• any statutory provision of which that statutory provision is a reenactment or modification.

Additional rules of interpretation:

• Words in the singular include the plural, and vice versa.
• Words denoting any gender include all genders.
• Words denoting persons include corporations, partnerships, other unincorporated bodies, and all other legal entities, and vice versa.
• Unless otherwise stated, a reference to a clause, party, or schedule is a reference to a clause in, or a party/schedule to, this Agreement.
• Clause headings are inserted for convenience only and do not affect interpretation.
• Any words not defined in this Client Agreement shall have the meaning provided in the Terms of Business.

Introduction

This Client Agreement (“Agreement”) is entered into by and between T.M. Financials (the “Company” or “TM”) and a person who has successfully completed the process of application and registration to open a Trading Account with the Company via our Website or through any other method designated by TM.

TM is a company registered in the Republic of Mauritius with registration No. 185265.

This Client Agreement, together with the Terms of Business, the Complaints Handling Policy, the Risk Disclosure Statement, and such other policies and procedures applicable to the Clients as are published in the Client Documents Pack section of the Website (the “Legal Documents”), as amended or supplemented from time to time, constitute the entire agreement between the Company and the Client.

The Legal Documents set out the terms upon which the Company shall deal with the Clients in respect of its Services. In the event of any inconsistency between the provisions of these Terms of Business and the provisions of the laws of Mauritius, the provisions of the laws of Mauritius shall prevail.

The Legal Documents shall govern all trading activity and non-trading operations of the Client with the Company.

In relation to any Client transaction, the Company acts on a principal-to-principal basis and not as the agent on the Client’s behalf. This means that unless otherwise agreed, the Company shall treat the Client as a client for all purposes and the Client shall be directly and fully responsible for performing the obligations under each transaction made by the Client. If the Client acts in relation to or on behalf of another person, whether or not the Client makes the identity of that person known to the Company, the Company shall not accept that person as a client and shall accept no obligation to that person whatsoever.

Commencement

The Legal Documents shall come into effect on the date on which the Client receives notice from the Company in accordance with Clause 5.1 and shall continue unless and until terminated by either party.

This Agreement is an initial service agreement which relates to a series of successive or separate operations, including, without limitation, Transactions in Instruments.

The Client has no right to cancel the Agreement on the basis that it is a distance contract.

Account Activation

The Client’s Trading Account shall be activated by the Company giving notice to the Client and upon:

• the Company having received an online registration form completed by the Client;
• acceptance by the Client of the Legal Documents; and
• the Client having passed, to the Company’s satisfaction, all relevant know-your-customer checks and verification procedures.

The Company reserves the right, at its absolute discretion, to accept or reject the Client, with or without reason.

The Company has the right to request a minimum initial deposit (to be determined by the Company in its sole discretion) to allow the Client to start using the Trading Account.

Upon activation of the Trading Account, the Client shall be able to view, in their dedicated personal space in the Platform, the account balance at all times and shall have the right to withdraw the same on demand. Accordingly, the Client hereby waives the right to receive a monthly written statement.

Services

The Company shall offer the following Services to the Clients on the terms and conditions set out in the Legal Documents and subject at all times to the Client being in compliance with their obligations:

• Receive and transmit Orders, or execute (on an own account basis) Orders for the Client in CFDs.
• Provide foreign currency services, provided they are associated with the provision of the Investment Service of Clause 6.1(a).
• Grant credits to Clients (as and if applicable) to allow the Client to carry out a transaction in one or more CFDs, provided that the Company is involved in the aforesaid transaction.
• Safekeeping and administration of Instruments for the Client’s account (as and if applicable), including custodianship and related services such as cash/collateral management, as described in Clause 7.
• Provide Clients access to Investment Research data relevant for consideration.
• Enter into CFD Transactions with the Client with underlying Instruments specified on the Company’s website https://www.tagmarkets.com.

The Client agrees and accepts that when entering into a CFD Transaction:

• the Client does not become the owner of the underlying Instrument;
• the Client shall not receive physical delivery of such Instrument;
• as an owner of a CFD, the Client will not have the right to attend or vote at any general meeting of the issuer of the underlying Instrument;
• the Client will not have the right to receive dividends, coupons, or any other cash distributions made to owners of such Instruments.

However, as set out in the Company’s Order Execution Policy, the Company will make positive or negative cash adjustments to the Client’s Trading Account depending on the type of position in the relevant CFD.

The Company shall carry out all Transactions with the Client on an execution-only basis.

Execution of Transactions

The Company is entitled to execute Transactions notwithstanding that a Transaction may not be suitable for the Client. The Company is under no obligation to monitor or advise the Client on the status of any Transaction, to make margin calls, or to close out any Client’s Open Positions.

The Client shall not be entitled to request investment advice or statements of opinion from the Company to encourage any particular Transaction. Profit or loss in the Currency of the Trading Account is deposited in or withdrawn from the Trading Account once the Transaction is closed.

The Company shall not provide personal recommendations or advice on the merits of any specific Transactions.

The Company may from time to time provide information or recommendations in newsletters or on its Website. Where it does so:

• The information is intended solely to enable the Client to make their own investment decisions and does not amount to investment advice.
• If the document contains a restriction on the category of persons to whom it is distributed, the Client agrees not to pass it on.
• The Company makes no representation or guarantee as to the accuracy or completeness of such information or its tax consequences.
• The Client accepts that prior to dispatch, the Company may have acted upon the information itself. The Company does not guarantee that the Client will receive such information at the same time as other Clients.
• Any published research reports or recommendations may appear in one or more screen information services.

The information is provided solely to assist the Client in making independent investment decisions. It does not necessarily consider the legislative or regulatory framework of the Client’s country of residence, and compliance remains the Client’s responsibility.

The Company may request information about the Client’s knowledge and experience in the investment field to assess whether a service or product is appropriate. If the Client elects not to provide such information, or provides insufficient information, the Company cannot determine suitability. Information provided by the Client is assumed to be accurate; the Company bears no responsibility if it is incomplete, misleading, or becomes inaccurate unless the Client informs the Company of changes.

The Company reserves the right, at its discretion, to refuse Services to the Client without obligation to provide reasons. It may suspend, delay, or amend Services in the event of Abnormal Market Conditions.

The Company may make use of TM Logistical Instruments such as correctgbp, stlmnteur, and stlmntgbp to protect investments against losses from rapid market movements.

All trade Requests are subject to size considerations. If a trade size is larger than the Company is able to fill due to market conditions, the Order may be executed partially or rejected.

Market commentary, news, or other information may change and be withdrawn at any time without notice.

The Client understands and accepts that any or all trading history in the Trading Platforms may, without prior notice, be archived to a single summarized line in the Trading Account if records exceed one (1) month. Archived records remain accessible or downloadable at the Client’s request.

All Client records, trading and non-trading activity, current and archived, shall be maintained for at least seven (7) years after termination of the business relationship, subject to applicable law.

The Company reserves the right to suspend, close, or unwind any Transaction resulting from misconfiguration, technical error, fraud, manipulation, arbitrage, or other deceitful activity. In such cases, the Company may withdraw profits and charge costs deemed inappropriately gained. The Company shall not be liable for cancellation of Transactions or resulting damages or losses.

In accordance with CRS, the Client agrees to provide all necessary information, including personal data, for compliance and reporting purposes. The Client consents to data processing and acknowledges their rights under the Data Protection Act 2017.

Commissions, Charges and Other Costs

• The Client shall pay the Company commissions, charges, and other costs as set out in the Contract Specifications.
• All current commissions and charges shall be displayed on the Company’s Website and/or Trading Platforms.
• The Company may deal on the Client’s behalf with persons under soft commission agreements, provided such arrangements operate in the best interests of the Client.
• The Client authorizes the Company to pay commissions or fees to third parties introducing the Client or acting on their behalf, provided notification is given.
• If the Trading Account Balance is up to 1 cent (EUR/GBP) and the account is closed or inactive for over 90 days, the Company may deduct the balance and use it for charity purposes.
• The Client undertakes to pay all stamp expenses relating to this Agreement and required documentation.
• The Client is solely responsible for filings, tax returns, and reports arising from Transactions, and for paying all taxes.
• If a withdrawal is requested without trading activity after the last deposit or in case of abuse, the Company may:
  • charge the Client the equivalent of any deposit fees incurred, or
  • charge 3% of the total withdrawal amount.
• The Client shall be notified via email or platform messaging regarding processed withdrawals and applied charges.

Currency and Payments

• The Company may, without prior notice, make necessary currency conversions to comply with obligations or exercise rights under the Legal Documents. Conversions will be effected at prevailing rates for freely convertible currencies.
• The Company will use best efforts to minimize foreign currency exchange risks, but any arising risks will be borne by the Client.
• If the Client owes the Company an amount exceeding the Equity on their Trading Account, the excess must be paid within 2 working days.
• If cleared funds have not yet been credited to the Client’s Trading Account, the Company may treat the Client as having failed to make payment and exercise its rights under the Agreement.

Funds Deposits and Withdrawals

• Clients may deposit funds to their Trading Accounts at any time. Third-party deposits are not allowed.
• Deposits are usually processed immediately once funds reach the Company’s account, unless additional Client information is required.
• Withdrawals are normally processed using the same method as the deposit.
• Withdrawal requests are typically processed within 1 working day, though delays may occur during peak periods or if additional information is required.

Funds Withdrawals

A funds withdrawal request can be submitted at any time for the amount net of invested or margin funds.

• Information on fees and commissions for deposits and withdrawals can be found in the Client Area.
• The Company shall update regularly the available payment methods on the deposit & withdrawal section of the Website.
• The availability of each payment method may differ depending on the Client’s country of residence.

Limitations of Liability and Indemnity

• If the Company provides advice, information, or recommendations, it shall not be responsible for any consequences of the Client having acted upon them.
• The Company shall not, in the absence of fraud, willful default, or gross negligence, be liable for any losses, costs, expenses, or damages suffered by the Client arising from inaccuracies or mistakes in information given to the Client, including in relation to Transactions.
• Subject to the Company’s right to void or close a Transaction under the Legal Documents, any Transaction following such inaccuracy or mistake shall remain valid and binding on both parties.

Except in cases of gross negligence, willful default, or fraud, the Company shall not be liable for any loss or expense incurred by the Client arising from:

• any error or failure in the operation of the Trading Platform, or any delay caused by the Client Terminal;
• Transactions made via the Client Terminal;
• any failure by the Company to perform obligations due to causes beyond its control;
• acts, omissions, or negligence of any third party.

The Client shall indemnify the Company on demand in respect of all liabilities, costs, claims, demands, and expenses incurred as a direct or indirect result of any failure by the Client to perform obligations under the Legal Documents.

Communications

The rules of communication between the Client and the Company are set out in the Terms of Business.

• The Client shall give Instructions and Requests to the Company only via the Client Terminal, in accordance with the Terms of Business.

Written Notice

Any Written Notice under this Agreement may be made as follows:

• Trading Platform internal mail;
• email;
• post;
• information published on the Company News Webpage.

All contact details provided by the Client (e.g., address or email address as last notified) shall be used as applicable. The Client agrees to accept notices or messages from the Company at any time.

A Written Notice shall be deemed served:

• if sent by email, within one hour after sending;
• if sent by Trading Platform internal mail, immediately after sending;
• if sent by post, five (5) calendar days after posting;
• if posted on the Company’s Website, within one hour after posting.

Amendment and Termination

• This Agreement may only be amended in writing with the consent of both parties.
• Either party may terminate the Agreement by giving at least three (3) days’ written notice.

Upon giving or receiving termination notice, the Company shall be entitled, without prior notice, to cease granting the Client access to the Trading Platform.

Upon termination, all amounts payable by the Client to the Company shall become immediately due, including:

• all outstanding fees, charges, and commissions;
• any dealing expenses incurred by terminating this Agreement and charges for transferring the Client’s investments to another investment firm;
• any reasonable losses and expenses realized in closing out Transactions or settling outstanding obligations incurred on the Client’s behalf.

The Company reserves the right to suspend the Client’s account in case the Client places an abnormal number of erroneous requests that create excessive load on the Company’s servers and negatively impact other Clients. Erroneous requests may include, but are not limited to:

• invalid stops or modifications,
• wrong TP (take profit) or SL (stop loss),
• over-limit volume or number of orders,
• requests with insufficient account funds,
• and similar actions.

The Company shall notify the Client of the suspension promptly thereafter.

Personal Data and Recording of Telephone Calls

• The Company may use, store, or otherwise process personal information provided by the Client in connection with the Services, in accordance with the laws of Mauritius.
• If the Client is an individual, the Company is obliged under the Data Protection Act 2017 to provide, on request, a copy of personal data it holds about the Client (if any), subject to a fee.
• By entering into this Agreement, the Client expressly consents to the Company transmitting the Client’s Information to third parties as required for the implementation of Services or execution of operational functions (e.g., refunding Client funds).
• Telephone conversations between the Client and the Company may be recorded. Such recordings remain the sole property of the Company and are accepted by the Client as conclusive evidence of Instructions/Requests or conversations so recorded.
• The Company may provide copies or transcripts of such recordings to courts, regulators, or government authorities.

Consent to Direct Contact

The Client accepts that the Company, for the purpose of marketing financial services and products, may from time to time make direct contact with the Client by telephone, e-mail, or otherwise, upon the Client’s consent.

Once such consent is obtained:

• The Client agrees to such communications and shall not consider them a breach of rights under data protection and/or privacy regulations.
• The Client may opt out of such communications by sending an e-mail to the Company’s customer support address specified on the Website.

The Client further accepts that the Company, for the purpose of complying with FATCA and CRS, shall have the right to request any information or documentation reasonably required, and the Client shall be obliged to provide the same immediately.

Confidentiality and Waiver

The information which the Company holds about the Client is confidential and shall not be used for any purpose other than in connection with the provision of Services, unless disclosure is required or permitted under the Legal Documents.

Information of a confidential nature shall only be disclosed in the following circumstances:

• in compliance with FATCA and CRS;
• where required by law or requested by regulatory/enforcement authorities, courts, or similar bodies with jurisdiction over the Company;
• to investigate or prevent fraud or other illegal activity;
• to Company personnel requiring the information for the performance of their duties, or to third parties in connection with the provision of Services to the Client;
• for purposes ancillary to the Services or administration of the Client’s Trading Account (including credit or identification enquiries or assessments);
• at the Client’s request or with the Client’s consent;
• to the Company’s consultants, lawyers, or auditors, provided that such professionals are informed of the confidential nature of the information and commit to confidentiality obligations;
• in judicial proceedings between the Company and the Client.

Confidential information shall be treated as such provided that it is not:

• already in the public domain;
• in the Company’s lawful possession without confidentiality obligations at the time of receipt.

Time of Essence

Time shall be of the essence for the purposes of the Legal Documents, including this Agreement.

Default

Each of the following shall constitute an Event of Default under this Agreement and the Legal Documents:

• Failure of the Client to provide any Initial Margin, Hedged Margin, or other amount due under the Legal Documents.
• Failure of the Client to perform any obligation owed to the Company.
• Initiation by a third party of bankruptcy proceedings against the Client (if an individual), or winding-up/administration/receivership proceedings against the Client or its assets (if a company), or any analogous procedure.
• Any representation or warranty made by the Client in Clause 19 being or becoming untrue.
• The Client being unable to pay debts when due.
• The Client (if an individual) dying or becoming of unsound mind.
• Any other circumstance where the Company reasonably believes it necessary or desirable to act under Clause 19.2.
• The Client attempting or performing actions determined by the Company as fraud, manipulation, swap-arbitrage, or other deceitful or fraudulent activity in their account(s).

The Client has carried out trading:

• which can be characterized as excessive without legitimate intent, to profit from market movements;
• while relying on price latency or arbitrage opportunities;
• which can be considered as market abuse;
• during Abnormal Market Conditions.

Events of Default – Remedies

• If any Event of Default mentioned in Clauses 18.1 (a) to 18.1 (e) occurs, the Company shall promptly notify the Client and require compliance with the relevant obligation within ten (10) days of service of the notice (the “Cure Notice”).
• If the Client fails to comply with the Cure Notice, the Company shall be entitled to take any of the actions set out in Clause 18.3.
• If an Event of Default mentioned in Clauses 18.1 (a) to 18.1 (i) occurs, the Company may, at its absolute discretion, at any time and without prior Written Notice, take one or more of the following actions:
  • Close out all or any of the Client’s Open Positions at current Quotes.
  • Debit the Client’s Trading Account(s) for amounts due to the Company.
  • Close any or all of the Client’s Trading Accounts held with the Company.
  • Refuse to open new Trading Accounts for the Client.
  • Adjust the Client’s Trading Account balance to remove any illicit profit.

Representations and Warranties

The Client represents and warrants to the Company, and agrees that each such representation and warranty is deemed repeated each time the Client gives an Instruction or Request, by reference to the circumstances prevailing at such time, that:

• The information provided by the Client to the Company during account opening and thereafter is true, accurate, and complete in all material respects.
• The Client has read and fully understood the terms of the Legal Documents, including the Risk Disclosure Statement.
• The Client is duly authorized to enter into the Legal Documents, to give Instructions and Requests to the Company, and to perform obligations thereunder.
• The Client acts as principal and not as agent or trustee on behalf of any third party.
• Performance of obligations and exercise of rights under the Legal Documents shall not violate applicable regulations, laws, ordinances, charters, by-laws, or agreements binding upon the Client or affecting the Client’s assets.
• The Client consents to the provision of the Legal Documents by means of the Website and/or any other means chosen by the Company at its sole discretion.
• The Client confirms having regular internet access and consents to the Company providing information (including amendments, costs, fees, Policies, and risks of investments) by posting such information on the Website.

The Client represents that the purpose of their Transactions with the Company is one or more of the following:

• Speculative investments or trading;
• Hedging;
• Intraday trading;
• Risk management.

If the Client’s purpose differs from the above, or changes at any stage during the Agreement, the Client shall notify the Company immediately in writing.

The Client further represents that the nature of their business for entering into this Agreement is one or more of the following:

• Trading in CFDs;
• Trading in CFDs in Currencies;
• Trading in CFDs in Commodities;
• Trading in CFDs on Cryptocurrencies;
• Trading in CFDs on Indices;
• Trading in CFDs on Stocks, Bonds, and other financial instruments.

If the Client’s business nature differs from the above, or changes during the Agreement, the Client shall notify the Company immediately in writing.

Company Rights

In addition to all other rights and remedies, the Company has the right to:

• Void any position of the Client opened in the Trading Platform; or
• Close out any or all positions at current Quotes at any time, at its absolute discretion, if the Client breaches any provision of Clause 19.

Force Majeure

The Company may, in its reasonable opinion, determine that a Force Majeure Event exists, in which case it will take reasonable steps to inform the Client.

A Force Majeure Event includes, without limitation:

• Any act, event, or occurrence (including strike, riot, civil commotion, terrorism, war, act of God, accident, fire, flood, storm, interruption of power supply, electronic or communication equipment failure, supplier failure, civil unrest, statutory provisions, or lock-outs) which, in the Company’s reasonable opinion, prevents it from maintaining an orderly market in one or more Instruments.
• The suspension, liquidation, or closure of any market, the abandonment or failure of any event to which the Company relates its Quotes, or the imposition of limits or special/unusual terms on trading in such market or event.
• Abnormal Market Conditions.

If the Company determines that a Force Majeure Event exists (without prejudice to other rights under the Legal Documents), it shall promptly notify the Client and may take any of the following steps:

• Increase Margin requirements.
• Close out any or all Open Positions at such prices as the Company considers in good faith to be appropriate.
• Suspend, freeze, or modify the application of any or all terms of the Legal Documents to the extent compliance is impossible or impractical.
• Take or omit such other actions as it reasonably deems appropriate with regard to the position of the Company, the Client, and other clients.

Miscellaneous

• The Company may suspend the Client’s Trading Account at any time in the event of Abnormal Market Conditions, trading on Error Quotes, attempted fraud, or Event of Default, with or without Written Notice.
• The Company reserves the right to suspend, close, or unwind any Transaction resulting from misconfiguration, technical error, or suspected fraud, manipulation, arbitrage, or other deceitful or fraudulent activity.

Where a situation arises not covered under the Legal Documents, the Company will resolve the matter on the basis of good faith, fairness, and market practice.

No single or partial exercise of, or failure/delay in exercising, any right, power, or remedy by the Company shall constitute a waiver of such right or prevent further exercise of rights under the Legal Documents or law.

Any liability of the Client may be released, compounded, compromised, or postponed by the Company at its discretion without affecting other rights. A waiver of breach or default shall not prevent the Company from subsequently requiring compliance with the waived obligation.

The Company’s rights and remedies under the Legal Documents are cumulative and not exclusive of rights provided by law.

The Company may assign or transfer its rights and obligations to any third party, in whole or part, by giving the Client at least five (5) Business Days prior Written Notice, provided that the assignee agrees to the Legal Documents.

If any term of the Legal Documents is deemed unenforceable by a court of competent jurisdiction, that term shall be severable and not affect the enforceability of the remainder.

The Client may not assign, charge, or otherwise transfer rights or obligations under the Legal Documents without prior written consent of the Company. Any attempted transfer without consent shall be void.

Where the Client comprises two or more persons, liabilities and obligations shall be joint and several. Any notice to one person shall be deemed given to all; any Order by one person shall be deemed given by all.

The Client acknowledges that the Company’s official language is English. The Client should always refer to the main Website for information and disclosures. Translations or local language content are for informational purposes only and are not legally binding.

Dormant and Inactive Accounts

The Company reserves the right, at its discretion, to impose a handling fee of EUR 20 (or equivalent) per month on dormant and/or inactive accounts, or to close such accounts, in the following cases:

• If a Client has not transacted with the Company for six (6) consecutive months, the account shall be deemed dormant/inactive.
• If a dormant/inactive account has a positive cash balance, the Company may apply a monthly handling fee of EUR 20 (or equivalent), subject to amendment from time to time.
• If a Client makes a genuine attempt to resolve account balances, the Company may waive some or all fees at its discretion.
• If a dormant/inactive account has a zero cash balance, the Company may close the account after six (6) consecutive months of inactivity.

Manifestly Erroneous Orders – Close Only Mode

If the Company determines, in its sole discretion, that an Order(s) submitted by the Client is manifestly erroneous, it reserves the right to switch the Client’s relevant account to Close Only Mode.

A manifestly erroneous order is defined as, but not limited to:

• an order at a price substantially different from or inconsistent with the prevailing market for a tradeable instrument on a trading day; or
• an order outside the traded range for a tradeable instrument at a particular moment in time.

Close Only Mode means:

• The Client shall not be permitted to open new Transactions or increase exposure under existing Transactions.
• The Client shall be permitted to close, partially close, or reduce exposure under existing Transactions.

Conditions:

• The Company must give the Client prior oral or written (including electronic) notice of its intention to switch the Trading Account to Close Only Mode.
• The Client shall have three (3) days from the date of notice to withdraw all manifestly erroneous Orders.
• If the Client fails to do so, the Company shall switch the account to Close Only Mode until any erroneous Orders are effective.

The Company shall not be liable for any Client losses arising from or in connection with the submission of manifestly erroneous Orders or actions taken by the Company.

The Client agrees to indemnify and hold the Company harmless from all damages or liability resulting from such circumstances.

Intellectual Property

All copyrights, trademarks, trade secrets, and other intellectual property rights and proprietary rights to the Website, its contents, and any related materials (“Company’s IP”) shall remain the sole and exclusive property of the Company.

The Client shall have no right or interest in the Company’s IP except for access and use as specified in this Agreement. The Client acknowledges that the Company’s IP is confidential and developed through substantial investment of skill, time, effort, and money.

The Client shall:

• protect the confidentiality of the Company’s IP;
• not allow Website access to third parties;
• not publish, distribute, or make the Company liable to third parties for any information derived from or relating to the Company’s IP;
• not copy, modify, decompile, reverse-engineer, or create derivative works of the Company’s IP.

Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mauritius.

In the event of a dispute arising out of or relating to the Agreement:

1. The parties shall first seek settlement in accordance with the Complaint Handling Policy.
2. If unresolved, the parties shall seek settlement by mediation in accordance with the rules and procedures set out in Clause 22.3.

With respect to legal proceedings, the Client irrevocably:

• agrees that the courts of the Republic of Mauritius shall have exclusive jurisdiction to settle any disputes in connection with the Agreement;
• submits to the jurisdiction of the courts of the Republic of Mauritius;
• waives any objection to the filing of cases in such courts, including objections on grounds of inconvenient forum or lack of jurisdiction.

The Client irrevocably waives, to the fullest extent permitted by law, all immunity (including diplomatic or similar immunity) from:

• suit or arbitral proceedings;
• the jurisdiction of any courts;
• relief by way of injunction, specific performance, or recovery of property;
• attachment of assets (before or after judgment);
• execution or enforcement of any judgment against the Client’s revenues or assets.

The Client consents to:

• the provision of any relief or initiation of any process in connection with proceedings;
• the making, enforcement, or execution against any property of any order or judgment which may be given in such proceedings.

Dispute Jurisdiction

In the case of a dispute which cannot be resolved following the Dispute Resolution procedure provided in Clause 24 below, the parties submit to the jurisdiction of the Courts of the Republic of Mauritius.

Use of the Trading Platform and Safety

• The Client shall not take any action that could allow irregular or unauthorized access or use of the Trading Platform.
• The Company reserves the right, at its discretion, to terminate or limit the Client’s access to the Platform if it suspects unauthorized use.
• The Client shall not, by act or omission, do anything that may violate the integrity of the Platform or cause it to malfunction.

The Client is permitted to:

• store, display, analyze, modify, reformat, and print the information made available through the Platform.

The Client is not permitted to:

• publish, transmit, or reproduce such information, in whole or in part, in any format to third parties without the Company’s consent;
• alter, obscure, or remove any copyright, trademark, or other notices provided on the Platform.

The Client agrees to:

• keep secret and not disclose any Access Data to anyone other than expressly authorized representatives;
• notify the Company immediately if Access Data has, or may have, been disclosed to unauthorized persons;
• cooperate with any investigation into misuse or suspected misuse of Access Data.

The Client accepts that it is liable for all Orders placed using its Access Data. If a representative is authorized, the Client remains responsible for all Orders placed with that representative’s Access Data.

The Client acknowledges that the Company bears no responsibility if unauthorized third parties gain access to information (including electronic addresses, communications, or personal data) transmitted via internet, post, telephone, or any other communication means.

If the Company suspects fraud, manipulation, swap-arbitrage, or other deceitful activity in a Client’s Trading Account(s), it may, at its sole discretion:

• close all Open Positions;
• deduct or add a penalty (equivalent to swap and/or profit amount) for transactions currently or previously made in the account;
• annul profits made as a result;
• decline further requests for swap exemptions;
• terminate all agreements with the Client.

Procedure for Dispute Resolution

• If the Client reasonably believes the Company has breached one or more terms of the Legal Documents, the Client has the right to lodge a complaint as soon as reasonably practicable after the event.
• Complaints must follow the procedure in the Complaints Handling Policy posted on the Website.
• The Company has the right to dismiss a complaint if it does not comply with the requirements of the Complaints Handling Policy.
• Disputes not mentioned in the Legal Documents or Complaints Handling Policy shall be resolved in accordance with common market practice and at the Company’s sole discretion.
• If the Quotes Flow is interrupted due to software or hardware failure, all decisions in regard to the dispute shall be based on the live Server’s Quotes Base.

The Company shall not be liable to the Client if:

• the Client receives less profit than expected, or
• the Client incurs a loss due to uncompleted actions which the Client had intended, but failed, to complete.

Rejection of Complaints

The following complaints shall not be accepted by the Company:

• Complaints regarding unexecuted Instructions during periods of routine Server maintenance, provided the Client was notified in advance through Trading Platform internal mail or otherwise.
• Complaints regarding differences between prices of Contracts for Difference in the Trading Platform and the prices of the underlying assets.
• Complaints regarding the time of Order execution, regardless of the time taken by the Company Dealer, unless an Order placed in the queue has not been executed as provided in the Terms of Business.
• Complaints regarding financial results of deals made using temporary excess Free Margin gained from profitable positions (later cancelled by the Company) opened at an Error Quote (Spike) or at a Quote received due to a Manifest Error.
• References by the Client to Quotes of other companies or information systems in relation to Disputes.

Additional acknowledgments:

• The Client acknowledges that they shall not be able to manage the relevant position while the Dispute is being considered, and complaints on this matter shall not be accepted.
• The Client acknowledges that the Company shall not notify them once the Dispute is resolved and the position is reopened. The Client shall bear all risks in this respect.
• Once a Dispute is resolved, the Company has the right to trigger Stop Loss or Take Profit orders in the chronological order they would have been triggered had the Stop Out not been executed.

The Company also has the right to void any Transaction if the corresponding hedge trade has been cancelled by its relevant Liquidity Provider.

Risk Acknowledgement and Disclosure

The Client acknowledges and accepts that:

• Trading CFDs involves a high risk of losses, including the loss of all invested capital.
• The Client has sufficient knowledge and experience to evaluate the merits and risks of Transactions, including the risk of losing all invested capital.
• The Company provides no warranty as to the suitability of CFDs for any Client.
• The Company assumes no fiduciary duty in its relations with Clients.

Trading Benefits

In the event the Client agrees to participate in a Trading Benefits Scheme (bonus scheme, promotion, or contest), the following terms apply:

• The Client shall not participate in more than one Trading Benefits Scheme at the same time, unless explicitly provided otherwise in the applicable terms.
• The Company shall not be liable for margin calls or losses (including stop-out level losses) if the trading benefit is withdrawn pursuant to applicable terms.
• The Company reserves the right, at its discretion, to alter, amend, suspend, cancel, or terminate the Trading Benefits Scheme, in whole or in part, at any time without prior notice. The Company shall not be liable for any consequences of such changes.
• Any indication or suspicion of fraud, manipulation, cashback/bonus/swap arbitrage, or other deceitful activity in the Client’s account(s) or related to the Trading Benefits Scheme shall nullify all transactions and profits/losses derived therein.
• The Company may disqualify any individual from a Trading Benefits Scheme if it suspects misuse, attempted misuse, breach of this Agreement, breach of Business Terms, or breach of Trading Benefits Scheme terms. In such cases, the Company may nullify transactions, cancel orders, and annul/withdraw all profits. The Company shall not be liable for consequences of trading benefit cancellation.
• In case of a dispute, the matter shall be resolved in accordance with the Dispute Resolution procedure set out in this Agreement.
• In the event of discrepancy between translations, the English version of the Trading Benefits Scheme terms shall prevail.